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Page 1: CECO to buy Met-Pro in US$210mn deal

filtrationindustryANALYST

www.filtrationindustryanalyst.comISSN 1365-6937 April 2013

CECO Environmental Corp has entered into a definitive

agreement to acquire Met-Pro Corp in a cash and stock transaction valued at approximately US$210 million.

New York Stock Exchange-listed Met-Pro is a global provider of product recovery, pollution control, fluid handling and filtration solutions, including filters and pumps, while NASDAQ-listed CECO Environmental specialises in air pollution control technology systems, product recovery and filtration technology.

CECO will acquire all outstanding shares of Met-Pro common stock for US$13.75 per share. This includes US$7.25 per share in cash and US$6.50 per share in CECO common stock. The CECO and Met-Pro boards of directors have both unanimously approved the deal.

The acquisition creates a global leader in air pollution control, product recovery and fluid handling technology with pro forma revenues of approximately US$300 million and more than 11 500 customers worldwide.

CECO chief executive officer (CEO) Jeff Lang will serve as CEO of the combined company, while Met-Pro president and CEO Raymond De Hont will become chief operating officer.

“We believe this combination creates significant organic and inorganic opportunities to support continued growth in revenues, profitability and overall shareholder value. Furthermore, the combined businesses will offer a broader set of products and services through a truly end-to-end pollution control technology solution in an environment where customers are increasingly demanding comprehensive solutions from fewer vendors and service providers. Importantly, the combined businesses will be uniquely positioned to capitalize on fast growing end markets and secular trends supported by increasingly stringent levels of pollution control regulation, increasing global energy demand, emerging market dynamics, most notably in

China and India, and a low cost natural gas environment, driving new plant construction in the US and globally,” said CECO’s Lang.

“Joining forces with CECO will greatly enhance our product portfolio depth, while improving both our global reach and our ability to serve our customers. Met-Pro’s platform aligns well with CECO’s family of companies and we believe it is truly a great fit that brings together two high quality organizations with exceptionally talented people and complementary business models, capabilities and cultures. Together, we will be ideally positioned to continue to capture market share and achieve superior growth,” added Met-Pro’s De Hont.

CECO chairman Phillip DeZwirek said: “We have spent considerable time analyzing a potential combination with Met-Pro. Met-Pro has fantastic adjacent technologies which will significantly enhance our core capabilities, particularly within fluid handling. We have been and continue to be impressed with Met-Pro’s portfolio of products, their management and we look forward to combining our leadership teams in taking these businesses to the next level for our shareholders.”

Jefferies LLC served as financial advisor to CECO on the deal while William Blair & Co advised Met-Pro. Bank of America is providing CECO with committed debt financing of US$125 million to support the cash portion of the transaction.

For further information, visit www.cecoenviro.com and

www.met-pro.com

COMMENTCECO Evironmental’s acquisition of Met-Pro will create a US$300 million global player in air pollution control, product recovery and fluid handling technology, with a considerably broader portfolio of complementary products and an expanded international customer base. ■

Company ProfileGeneral Electric 7Nederman 8

Company WatchCabot 9GLV 9Indutrade 10Lydall 10Met-Pro 11PMFG 11

Diary 15

Dividends 5

Exchange Rates 16

Financial Calendar 14

In Brief 4

New Product Developments 14

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Contents

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CECO to buy Met-Pro in US$210mn deal

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